There is a growing call for a redress of the imbalance between what John Bogle terms managerial capitalism and owners’ capitalism. Bogle describes owners’ capitalism in his book, The Battle for the Soul of Capitalism, as “an enormous transfer of wealth from public investors to the hands of business leaders, corporate insiders, and financial intermediaries.”
Headlines remind us of very large payouts to CEOs, regardless of their performance. (In fact, it could be argued that in many cases, payouts are inverse to success, since many have been occasioned by the firing of the recipients.) Some critics contend that managers have received a disproportionate share of the fruits of corporate success, leaving too little for workers or owners. Even hedge funds have been derided as better management compensation devices than investment vehicles.
What’s the reason for these phenomena? According to one report, Michael Jensen and Kevin Murphy, in a book to be published in the next several months, C.E.O. Pay and What to Do About It, lay much of the blame at the feet of boards of directors. They claim that CEOs in public companies should be answerable to directors for poor performance but in fact are not. Directors, representing an indirect form of governance, are poor representatives of owners. They are far too lax in influencing employment contracts and management incentives. The options they grant are too generous and fail to take into account the cost of capital employed during the term of the option. The severance payment arrangements to which they agree are too lavish, regardless of the reasons for severance.